STANDARD TERMS AND CONDITIONS OF SALE

GOODS AND SERVICES SOLD BY INTERCAN GROUP LTD, OR ITS SUBSIDIARIES ARE EXPRESSLY SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS IN BUYERS PURCHASE ORDER OR SIMILAR COMMUNICATIONS ARE OBJECTED TO AND SHALL NOT BE BINDING ON INTERCAN GROUP LTD. UNLESS AGREED TO IN WRITING BY A INTERCAN GROUPLTD CORPORATE OFFICER. BUYERS ACCEPTANCE OF SHIPMENT OR PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF INTERCAN GROUP LTD’S TERMS AND CONDITIONS.

1.PRICE: Prices in effect at time of shipment of goods or performance of services shall prevail. All prices quoted by INTERCAN GROUP LTD are subject to change without notice. Prices do not include any present or future sales, use, excise, value added or similar taxes and, where applicable such taxes shall be billed as a separate item and paid by Buyer.

2.PAYMENT TERMS: A late payment charge of 1 ½% each month (an annual percentage of 18%) shall be charged on all past due accounts and buyer shall pay INTERCAN GROUP LTD all costs incurred by it in collecting any past due account from Buyer including all legal fees. However if the foregoing charges exceed that rate which is the maximum permitted by law, then such charges shall be calculated to the highest allowable lawful rate. The remittance portion of the invoice shall accompany payment. Alternatively payments and other adjustments must reference the invoice number to ensure proper credit. Deductions, if any, must clearly indicate reason and reference the applicable INTERCAN GROUP LTD credit memo number or other supporting documents.

3.SHORTAGES: The purchaser must notify the company of any shortages in any goods delivered within three days of delivery.

4.TITLE: Goods shall remain the property of Intercan Group Ltd until the total amount including any VAT has been paid. Part-payment invoices or resale of goods does not compromise the company’s full title to the Goods.

5.DELIVERY: Unless otherwise noted all sales of goods are made Ex works unpacked and, in all cases risk shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss or damage shall be upon the Buyer. Delivery dates given in advance of actual shipment of goods or performance of services are estimates and shall not be deemed to represent fixed or guaranteed delivery dates. A standard shipping charge is applied to each invoice for goods, for material preparation, packaging freight and/or any additional items associated with each shipment based on the value and/or weight of the shipment. Additional charges for local delivery may also apply.

6.INCOTERMS: Trade terms such as FOB, CIF and any other specially agreed terms shall have the meanings defined and interpreted by Incoterms 2000m ICC, as amended unless otherwise specifically provided.

7.DIVISIBILITY: If the goods are delivered by instalments the company shall be entitled to invoice for each partial delivery as and when shipped and payment shall be due in respect of each delivery notwithstanding non-delivery of other items or other default by the company.

8.WARRANTIES: STANDARD LIMITED WARRANTY: The products manufactured by INTERCAN GROUP LTD are warranted to be free from defects in workmanship and material at the time of shipment from the place of manufacture. INTERCAN GROUP LTD will repair or replace, at its option and part or component that fails to conform to this warranty for a period of one year from date of original invoice, but not to exceed 18 month from date of shipment. INTERCAN GROUP LTD’s obligation, under this warranty is limited to the repairs or replacements of defective equipment returned to INTERCAN GROUP LTD on an Ex Works destination and freight pre-paid basis. All normal wear and tear is expected, and product is subject to examination at INTERCAN GROUP LTD to verify that the parts or components were defective at the time of shipment. No warranty of any kind is made or shall be imposed with respect to any equipment or parts (1) that have not been properly installed or tested in operation (2) that have been subject to misuse, negligence, acts of god or the elements, or any other form of casualty (3) that have been repaired or altered outside INTERCAN GROUP LTD facility in a way, so as, in our judgement, to affect performance or reliability. The parties agree that the buyer’s sole and exclusive remedy against INTERCAN GROUP LTD shall be for repair or replacement of defective parts under the condition stated above. The buyer agrees that no other remedy (including but not limited to incidental or consequential damages for lost profit, lost sales, loss of use, injury to person or property, or any other incidental or consequential loss) shall be available to them. This warranty shall not apply to prototypes, experimental equipment, or electric motors. Warranty of equipment or accessories from outside sources, purchased by INTERCAN GROUP LTD and incorporated into INTERCAN GROUP LTD’s product is subject to the manufacturers standard warranty, unless specifically agreed otherwise between INTERCAN GROUP LTD and buyer. A copy of the warranty on the aforementioned equipment is available upon request. The adjustment or replacement of defective parts made under this warranty will not extend the original warranty period.

THE WARRANTY DESCRIBED ABOVE IS THE EXCLUSIVE INTERCAN GROUP LTD AND IS IN LIEU OF ALL OTHER WARRANTIES. EXPRESSED OR IMPLIED INCLUDING ANY WARRANTY OF MERCHANTIBILTY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY PREVIOUSLY ISSUED. WE NEITHER ASSUME NOR AUTHORIZE ANY PERSON TO ASSUME FOR US ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OR USE OF OUR EQUIPMENT.

9.LIMITATION OF LIABILTY:INTERCAN GROUP LTD’s liability on any claim for loss or damage arising out of this contract or from the performance or breach thereof or connected with any goods or services supplied hereunder, or the sale, operation or use of goods, whether based o9n contract, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such goods or services or part thereof involved in the claim. REGARDLESS OF CAUSE OR FAULT. This limitation if liability reflects a deliberate and bargained-for allocation of risks between INTERCAN GROUP LTD and buyer and constitutes the basis of the parties bargain without which INTERCAN GROUP LTD would not have agreed to the price or terms in this contract. INTERCAN GROUP LTD shall not under any circumstances be liable for any labour charges without its prior written consent. INTERCAN GROUP LTD SHALL NOT IN ANY EVENT BE LIABLE. Whether as a result of breach of contract, warranty, tort, (including negligence) or other grounds FOR INCIDENTAL, SPECIAL OR CONSEQUNETIAL DAMAGES including but not limited to, loss of profits or revenue, loss of use of goods or associated products. Costs of capital, costs of substitute products, facilities or services, downtime costs, or claims of customer of Buyer for such damage. In addition if INTERCAN GROUP LTD furnishes Buyer with advice or other assistance regarding any goods or service supplied hereunder or any system or equipment in which any such goods may be installed and which is not required pursuant to this contract, the furnishing of the advice or assistance will not subject INTERCAN GROUP LTD to any liability, whether based on contract, warranty, tort (including negligence) or other grounds.

10.ACCORD AND SATISFACTION: Any payment tendered to INTERCAN GROUP LTD in full satisfaction of a disputed debt shall be sent to INTERCAN GROUP LTD, 38 Burners Lane, Kiln Farm, Milton Keynes, MK11 3HB, England will not be bound by any endorsement or statement on any payment or in any letter accompanying a payment. The payment will not constitute an accord and satisfaction and INTERCAN GROUP LTD acceptance of the payment will not limit INTERCAN GROUP LTD’s right to pursue full payment and remedies.

11.CREDIT BALANCE: Any credit balance issued will be applied within one (1) year of its issuance. IF NOT APPLIED WITHIN ONE (1) YEAR, THE BALANCE REMAINING SHALL BE CANCELLED AND INTERCAN GROUP LTD SHALL HAVE NO FUTHER LIABILITY.

12.CANCELLATION AND RETURNS: Buyer may cancel an order by mutual agreement based upon payment to INTERCAN GROUP LTD of reasonable and proper cancellation charges. Goods shall not be returned by Buyer, without INTERCAN GROUP LTD’s prior written authorization and payment by Buyer of a restocking charge of 15%. Special order items are NOT subject to return. No returns shall be accepted following 60 days after delivery.

13.FORCE MAJEURE: INTERCAN GROUP LTD shall not be liable for failure to deliver or for delay in delivery or performance die to (1) a cause beyond its reasonable control (2) an act of god, act or omission of Buyer, act of civil or military authority, governmental priority or other allocation or control, fire, strike or other labour difficulty, riot or other civil disturbance, insolvency or any other inability to perform by the manufacturer, delay in transportation, or (3) any other commercial impracticality. If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost by reason of delay

14.CHANGE IN BUYER FINANCIAL CONDITION:INTERCAN GROUP LTD reserve the right by written notice to cancel any order or require full or partial payment or adequate assurance of performance from Buyer without liability to INTERCAN GROUP LTD in the event of (i) Buyers insolvency (ii) the filing of a voluntary petition in bankruptcy by Buyer (iii) the appointment of a receiver or trustee for Buyer, or (iv) the execution by Buyer of an assignment for the benefit of creditors. INTERCAN GROUP LTD reserves the right to suspend its performance until payment or adequate assurance of performance has been received. INTERCAN GROUP LTD also reserves the right to cancel Buyers credit at any time for any reason. Buyer, in order to provide security for the payment of the full price of goods furnished hereunder grants INTERCAN GROUP LTD a security interest in the goods. Buyer agrees to execute any documents or furnish information necessary to perfect this security interest.

15.ASSIGNMENT OR DELEGATION: Buyer shall not assign or delegate any or all of its duties or rights hereunder without INTERCAN GROUP LTD’s prior written consent

16.WAIVER AND CHOICE OF LAW: The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. The laws of the United Kingdom, excluding conflict of law rules, shall govern all transactions. The provisions of the United Nations Convention on contracts for the International sale of goods shall not apply.

17.GENERAL: All orders are subject to acceptance by INTERCAN GROUP LTD. Any representation affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party. If any provisions hereof shall be unenforceable Invalid or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions shall not be affected thereby.