KLEENAIR SYSTEMS LTD.
TERMS AND CONDITIONS OF SALE

1. Application

(a) These terms and conditions ("Conditions") apply to any contract (“Contract”) for sale or supply of equipment, parts, materials and related services (the “Products”) by KleenAir Systems Ltd. (“KleenAir”) to a Customer (the “Customer”) to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) and acceptance of these Conditions is an express condition of such a sale.

(b) Each order or acceptance of a quotation for Products by the Customer from KleenAir shall be deemed to be an offer by the Customer to buy Products subject to these conditions. No order placed by the Customer shall be deemed to be accepted by KleenAir until a written acknowledgement of order is issued by KleenAir ("Order Confirmation") or (if earlier) KleenAir delivers the Products to the Customer.

(d) Any quotation is given on the basis that no Contract shall come into existence until KleenAir despatches an Order Confirmation to the Customer. Any quotation is valid for a period of 30 days only from its date, provided that KleenAir has not previously withdrawn it.

2. Description

(a) The quantity and description of the Products shall be as set out in KleenAir's quotation or acknowledgement of order.

(b) All samples, drawings, descriptive matter, specifications and advertising issued by KleenAir and any descriptions or illustrations contained in KleenAir's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract and this is not a sale by sample.

3. Price and Terms of Payment

(a) Unless otherwise agreed by the KleenAir in writing, the price for the Products shall be the price set out in KleenAir's price list current on the date of delivery or deemed delivery.

(b) Unless otherwise agreed by KleenAir in writing, KleenAir invoices for Products are payable within thirty (30) days of the date of the invoice. Should payment not be made to KleenAir when due, such payment shall bear interest at the rate of one and one-half percent (1.5%) per month. The charging of such interest shall not be construed as obliging KleenAir to grant any extension of time in the terms of payment.

(c) The price of the Products is due in pounds sterling and does not include VAT, packaging, loading, unloading, carriage or insurance; if KleenAir arranges any of these on behalf of the Customer, KleenAir’s invoice for these costs shall be payable in any event irrespective of any non-delivery or damage in transit. Time of payment of all invoices shall be of the essence.

4. Delivery

(a) The intended date for delivery of Products is as specified in the Order Confirmation but that date is approximate and time shall not be of the essence as regards delivery. Except for any late delivery penalty to which KleenAir may explicitly have agreed in writing for a specific consignment, KleenAir shall not be liable for losses of any kind incurred by the Customer for delays in or failure to deliver all or any part of the Products.

(b) If prior to delivery KleenAir has concern regarding timely payment of the purchase price because of a material adverse change in the Customer’s circumstances or otherwise, it may require payment of all or additional parts of the purchase price before shipment and/or it may require satisfactory security for the payment of the purchase price.

(d) Delivery of the Products is deemed complete upon delivery to the Customer’s carrier at KleenAir’s warehouse located in Ross on Wye. If the Customer is unable or unwilling to accept physical delivery within 7 days of KleenAir giving notice that the Products are ready for delivery, KleenAir may store Products at the Customer's cost, and delivery of such Products shall be deemed complete as of the date of storage. Unless otherwise specified in KleenAir’s Order Confirmation, the risk of loss or damage to the Products (including any repaired or replaced items) passes to the Customer upon KleenAir’s delivery as provided in this section.

(e) KleenAir shall not be liable for any non-delivery of Products (even if caused by the Company's negligence) unless the Customer gives written notice to the Company of the non-delivery within 7 days of the date when the Products would in the ordinary course of events have been received.

(f) Any liability of KleenAir for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.

5. Title Retention.

(a) Ownership of the Products shall not pass to the Customer until KleenAir has received in full (in cash or cleared funds) all sums due to it in respect of the price for those Products and all other sums which are due to KleenAir from the Customer on any account while the price for those Products remains unpaid.

(b) Until ownership of the Products has passed to the Customer, the Customer shall hold the Products on a fiduciary basis as KleenAir's bailee (subject only to the right of the Customer to resell in the ordinary course of its business at full market value);store the Products (at no cost to KleenAir) separately from all other Products of the Customer or any third party in such a way that they remain readily identifiable as KleenAir's property;not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and maintain the Products in satisfactory condition and keep them insured on KleenAir's behalf for their full price against all risks to the reasonable satisfaction of KleenAir. On request the Customer shall produce the policy of insurance to KleenAir.

(c) The Customer's right to possession of the Products shall terminate immediately if any execution of any judgment is levied on the Customer’s property or the Customer or fails to observe or perform any of its obligations under the Contract or any other contract between KleenAir and the Customer, or the Customer is unable to pay its debts as they fall due or ceases to trade or goes into liquidation or has a receiver appointed over its goods or suffers any other procedure under any law or jurisdiction relating to insolvency

(d) KleenAir shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from KleenAir.

(e) The Customer grants KleenAir, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.

(f) Where KleenAir is unable to determine whether any Products are the Products in respect of which the Customer's right to possession has terminated, the Customer shall be deemed to have sold all Products of the kind sold by KleenAir to the Customer in the order in which they were invoiced to the Customer.

(g) On termination of the Contract, howsoever caused, KleenAir's (but not the Customer's) rights contained in this clause 6 shall remain in effect.

6. Risk of Loss

The Customer assumes and shall bear the entire risk of loss of or damage to the Products from any cause whatsoever, except for the negligence of KleenAir or its personnel, upon delivery of the Products in accordance with section 5 and no loss or damage to the Products or any portion thereof shall relieve the Customer from its obligations hereunder.

7. Limited Warranties.

The exclusive warranties of KleenAir to the Customer are those limited warranties set out in the attached Schedule A.

8. No Other Warranties.

IT IS A CONDITION OF THE CONTRACT THAT THE CUSTOMER ACCEPTS THE LIMITED WARRANTIES SET OUT SCHEDULE A AS THE ONLY WARRANTIES PROVIDED BY KLEENAIR WITH RESPECT TO THE PRODUCTS. THERE ARE NO OTHER WARRANTIES OR CONDITIONS WITH RESPECT TO THE PRODUCTS, WHETHER WRITTEN, SPOKEN OR IMPLIED BY KLEENAIR OR ITS AGENTS, PRESCRIBED BY STATUTE OR OTHERWISE IMPLIED BY LAW. ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR THE INTENDED OR ANY USE ARE HEREBY EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. THE REMEDIES PROVIDED IN SCHEDULE A ARE THE CUSTOMER’S SOLE REMEDIES FOR ANY FAILURE OF KLEENAIR TO COMPLY WITH ITS WARRANTY OBLIGATION.

9. Limitation of Liability.

(a) The total cumulative liability of KleenAir to the Customer to the Customer for all liabilities of any kind, whether based on tort, negligence, contract, warranty, strict liability or otherwise arising from or relating to the Contract or the Products supplied under the Contract, shall not be greater than the Contract price for those Products.

(b) Nothing in these conditions excludes or limits KleenAir's liability for death and personal injury caused by KleenAir's negligence; or for any matter which it would be illegal for KleenAir to exclude or attempt to exclude its liability; or for fraud or fraudulent misrepresentation.

10. Consequential Damages

KleenAir shall not be liable for and shall be held harmless by the Customer from any damage, loss, claim or expense, whether direct or indirect, (including without limitation indirect, special, consequential, incidental or punitive damages) in relation to loss of use of facilities or equipment, loss of production, loss of revenue or profits, downtime costs, or costs of capital or of substitute equipment or services arising directly or indirectly, in contract, negligence or otherwise, from the Products or the manufacture, sale, handling, installation, use, operation or dismantling of the Products.

11. Resale of Products.

(a) The Customer shall make no representation or warranty in any resale of the Products or sale of any product incorporating the Products other than those contained in these Conditions. The Customer shall indemnify, defend and hold KleenAir harmless against any and all claims, actions and expenses (including all legal fees, on a full indemnity basis) in connection with any unauthorized representations or warranties or in connection with any claim of patent or other intellectual property infringement relating to the incorporation or use of the Products with other goods.

(b) In any resale of the Products, the Customer agrees to bind its customers to provisions limiting liability of the Customer and its suppliers and subcontractors which are substantially the same as the corresponding provisions of these Conditions and the Customer shall indemnify and save harmless KleenAir from any claims, loss or damage arising directly or indirectly from the Customer’s failure to do so.

12. Survival.

The provisions of any sections of these Conditions providing for the limitation of or protection against liability of KleenAir shall survive the termination, cancellation or expiration of the Contract, and shall also protect, to the fullest extent permitted by law, KleenAir’s officers, agents and employees, and its direct and indirect suppliers and sub-contractors and their officers, agents and employees.

13. Permits

The Customer shall obtain at its expense all licences, permits and approvals for the purchase, importation, delivery, shipment, installation and use of any Products.

14. Force Majeure

KleenAir reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of KleenAir including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Customer shall be entitled to give notice in writing to the KleenAir to terminate the Contract.

15. Governing Law and Jurisdiction

The sale of the Products and the Contract are governed by the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

16. Assignment

The Customer party may not assign all or any part of a Contract without the prior consent of KleenAir.

17. Waiver.

No act or omission shall act as a waiver of an unperformed obligation of the other party or constitute an agreement to allow future breaches of the applicable provision.

18. Suspension or Cancellation

A Contract or other supply of Products may not be cancelled or suspended by the Customer without the express written consent of KleenAir, such consent to be granted in KleenAir’s sole and unrestricted discretion and upon such terms, including the payment of all costs incurred and profits foregone, as KleenAir may require.

19. Interpretation

If there are inconsistencies between statements made in any document constituting the Contract, such documents shall take precedence in the following order: (i) the Order Confirmation, and (ii) these Conditions.

20. Severability

If a binding court determination is made that a provision of these Conditions or any other document which forms the Contract is unenforceable (in whole or in part), then such provision shall be void only to the extent that such determination requires, and the parties shall replace such void provision with one that is enforceable and valid and serves, to the greatest extent permitted by law, the intent and purpose of the void provision. No other provision shall be affected as a result thereof, and, accordingly, the remaining provisions shall remain in full force and effect as though such void, voidable or inoperative provision had not been contained herein.

SCHEDULE A

LIMITED WARRANTIES

Provided the Customer strictly complies with the terms set out below, KleenAir warrants that the Products are free from defects in materials and workmanship. The warranty period expires (a) two years after the date of initial delivery or (b) on the date on which the Product reaches 50,000 miles of operation, whichever comes first. Upon expiration of such warranty period, any liability of KleenAir in respect of this warranty (including with regard to the warranty on any replacements of defective Products) shall terminate.

The Customer must notify KleenAir of any defect promptly after the appearance thereof and in no event later than the expiry of the warranty period. Such notice should be in writing, sent to: KleenAir Systems Ltd, Unit D, Beaver Center, Ross on Wye, HR9 7BW; email: service@kleenairsystems.co.uk; Attention: Customer Support. KleenAir may, within fifteen (15) days of receiving the warranty claim notice, request that the defective Product be removed from the vehicle on which it is installed and returned to KleenAir at the Customer’s expense. And the Customer will obtain all information on the failure together with engine maintenance and oil consumption records during the 15 day period and relay this to KleenAir. Failure to comply with such a request will render this warranty null and void. The Customer will bear the risk of loss of, or damage to, Products shipped to KleenAir.

Where KleenAir’s inspection indicates to KleenAir’s satisfaction that the Customer’s claim is valid under the terms of this warranty, KleenAir’s sole obligation under this warranty is to, at its option, do one of the following:

(a) replace any defective Product;

(b) replace the defective components of a defective Product;

(d) refund the purchase price of the defective Product.

This is the Customer’s sole remedy for Products which do not meet this warranty. Where the defective Product is repaired, modified or replaced, the repaired, modified or replacement Product shall be shipped by KleenAir to the Customer at KleenAir’s expense. KleenAir will bear the risk of loss of, or damage to, such Product shipped to the Customer.

For further certainty and without limitation, the Customer shall assume all responsibility and expense for the dismantling, removal and re-installation of any defective Products.

The warranty does not apply to ordinary wear and tear and shall be null and void if the Products:

a) are used for unintended purposes, misused or abused; or

b) are improperly stored, installed, maintained, operated or repaired; or

c) are operated by the Customer or an user of the Products under abnormal conditions or other than in accordance with KleenAir’s directions, specifications or installation and operating guidelines; or

d) are treated in a way which results in the housing of the Products being damaged; or

e) are installed or maintained by personnel not sufficiently qualified to perform such work.

KLEENAIR SYSTEMS LTD. TERMS AND CONDITIONS OF SALE

KLEENAIR SYSTEMS LTD.
TERMS AND CONDITIONS OF SALE