TERMS & CONDITIONS OF BUSINESS

SECTION I: SCOPE

The “Terms & Conditions” set forth herein are those of Lisconn, including any and all of its Affiliate/Subsidiary Companies and Agents (hereinafter referred to as the “Company”). Accordingly, these “Terms & Conditions” shall apply to and override any and all other terms and conditions to the contrary, including those stated on purchase orders received by the Company and/or contracts entered into by the Company, unless otherwise specifically provided for, in writing, with respect to any and all business transactions or activities conducted between and/or entered into by the Company and its customers or prospective customers (hereinafter referred to as the “Customer” or “Customers”).

SECTION II: MODIFICATION OF TERMS & CONDITIONS

(i) No price(s) quoted by the Company, or any of the “Terms & Conditions” set forth herein, may be changed or modified, in any way, without the prior written approval of a duly authorized representative of the Company (i.e., an “Officer” or an “Authorized Agent”).

(ii) The Company reserves the right, from time-to-time, to change its quoted price(s) and/or alter its stated “Terms & Conditions of Business.” In any and all such instances, the Company will provide its Customer(s) with thirty (30) days advance written notice of any such changes, after which time, said changes shall become effective, unless otherwise mutually agreed to, in writing, between the parties.

SECTION III: QUOTATIONS

(i) No price quotation(s) for any of the Company’s products and/or services shall be considered valid or binding, in any way, unless set forth in writing on a formally identified “Quotation Form” bearing the Company’s official letterhead and signed by a duly authorized “Officer” or “Agent” of the Company. Each such “Quotation Form” shall bear a unique “Reference Number,” tying the quotation to the specific business opportunity being quoted, including, but not limited to, such issues as design, applicable specifications, packaging, consignment of materials, etc.

(ii) Unless otherwise specified, any and all quotations for the Company’s products and/or services shall be made in GBP and, generally, remain valid for a period of ninety (90) days after the date of said quotation.

(iii) In the event of any and all changes made to or proposed to be made to the product(s) and/or service(s) originally quoted by the Company, or in the case of economic conditions beyond the Company’s control, the Company reserves the right to either withdraw or alter its originally submitted quotation for the provision of goods and/or services. In the case of any such event, the Company shall provide the Customer advance written notification, as to its intended course of action, which, upon delivery, shall become effective immediately unless otherwise mutually agreed to, in writing, and signed by the duly authorized representatives of the parties.

SECTION IV: PRICING & PURCHASE ORDERS

(i) Any and all sales to any Customer will be based solely on the drawing(s), specification(s), other requirements, quantities specified, and at the prices specified on the Company’s formal “Quotation Form,” as evidenced by a dated copy of same, bearing an identifying “Reference Number.”

(ii) Any and all purchase orders for the Company’s product(s) and/or service(s) must be placed in writing, or via electronic communication, bearing the official letterhead of the Customer. Correspondingly, any and all such purchase orders shall be placed on Lisconn, unless otherwise specifically provided for, in writing, based upon an overriding “Purchase Agreement” between the parties.

(iii) Any and all purchase orders received by the Company, from whatever source or channel, are subject to formal acceptance by Lisconn, as evidenced by a dated copy of its formal “Order Acknowledgement Form,” or an electronic facsimile thereof, bearing the Company’s official letterhead.

SECTION V: DELIVERY & SHIPMENT OF PRODUCT

(i) Delivery dates quoted and/or acknowledged by the Company are approximate and based on the assumption of the prompt receipt of any and all necessary information and/or materials to be provided by the Customer, and the absence of any other extenuating circumstances beyond its direct control.

(ii) Any and all shipments of product(s) purchased from the Company shall be made “F.O.B. Port of Embarkation,” unless otherwise provided for, in writing, on the face of the applicable purchase order(s) or in an overriding “Purchase Agreement.”

SECTION VI: TERMS, MEANS & METHOD OF PAYMENT

(i) Unless otherwise provided for, in writing, all invoices for the product(s) and/or service(s) provided by the Company shall be issued under the official letterhead of Lisconn or its designated Affiliate/Subsidiary Company. Payments are due within thirty (30) days of the invoice date unless otherwise agreed.

SECTION VII: WARRANTIES & DISCLAIMERS

(i) The Company warrants that all product(s) of its design will conform to and comply with any and all contracted performance specifications at the time of delivery and for a period of one (1) year thereafter, provided that the product(s) have not been modified in any way after delivery.

SECTION VIII: INDEMNITIES

(i) The Company shall indemnify and hold the Customer harmless from any infringement claims resulting from the sale of the Company’s product(s), except in cases of negligence, misrepresentation, or misuse by the Customer.