Sale of goods is made according to the following terms and conditions where the “Seller” is TRM International Ltd. and the “Buyer” is any company placing orders or purchasing equipment, goods or services from TRM International Ltd.

1. WARRANTY DISCLAIMER OR WARRANTIES - LIMITATIONS OF LIABILITY.

   1. Seller warrants that the goods sold hereunder shall remain free from defects in workmanship and material, if installed, operated and maintained in accordance with Seller's instructions and specifications and under normal conditions of use for such goods, for a period of twelve months from date of sale. Subject to the next sentence hereof, it is expressly agreed and understood that Seller's sole obligation and Buyer's exclusive remedy under the warranty, under any other warranty, express or implied, or otherwise is Seller's replacing defective goods to Seller's office or, at Seller's sole election, repairing defective goods without charge. Sellers’ liability shall in no event exceed the purchase for such goods, and in the event that, for whatever reason, Seller cannot effect repair or replacement aforesaid, then Seller's sole obligation and Buyer's exclusive remedy shall be Seller's returning the prices of such goods, to the extent the same has been paid the Seller by Buyer, upon the return of such goods by Buyer. Seller shall in no event be responsible for any damage or consequential damage, the Buyer must indemnify TRM INTERNATIONAL LTD against such claims whether foreseeable or not, caused by defect on the goods sold here under, whether before or after repair or replacement. Claims under this warranty must be made in writing within 30 days after the defect discovered, which period of time is expressly agreed to be responsible and all such claims are subject to substantiation by Seller's inspection department. Seller may require the return of alleged defective goods, transportation prepaid to establish a claim under this warranty. Seller shall not in any event be responsible for repairs made other than Seller’s without Seller's prior written consent. All alleged defective goods must be held by the Buyer pending instructions from Seller as to the disposition. Seller will not accept goods returned to it without its prior consent and any returned goods must be accompanied by packing slips showing Sellers Return Authorisation Numbers (RAN), The period of limitations for any cause of action arising out of, based upon, or relative to, this warranty is hereby reduced to and shall be a period of one year after such cause of action has occurred.

   2. SELLER HEREBY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED, ON SELLER'S GOODS, OTHER THAN THE WARRANTY STATED IN SUBPARAGRAPH (a) ABOVE.

   3. If Buyer makes any warranty or representations inconsistent with or in addition to the warranty stated in Subparagraph (a) above, Buyer shall, at its own expense, defend and hold Seller harmless from any claim thereon of any nature whatsoever.

2. TERMS.

   1. Unless otherwise agreed all sales shall be COD fob Seller's office.

   2. On any credit terms allowed by the Seller in favour of the Buyer, a late charge or 2% a month shall be paid on posted due accounts, from first date overdue.

3. TAXES

   1. VAT is excluded from quoted prices unless specifically noted otherwise.

4. SHIPMENT - RISK OF LOSS

   1. Delivery dates quoted are approximations only, and Seller shall incur no liability for failure to deliver on such dates. Seller reserves the right to deliver the goods sold hereunder in instalment lots. Risk of loss on all goods sold hereunder, whether or not said goods conform to this contract, shall pass to Buyer when said goods are shipped from Seller.

5. Nonconformity OF GOODS

   1. Buyer may reject or revoke its acceptance of the goods sold here under only if the nonconformity of such goods is substantial. Nonconformity or defect in any lot, instalment, or commercial unit shall constitute grounds for claiming breach of the whole agreement and any lots, instalments or commercial units not in dispute shall be paid for separately regardless of dispute as to other deliveries or undelivered goods. Seller reserves the right to cure, either by repair or replacement, any defects within a reasonable time after receipt of written notification from Buyer of such defects. If Buyer does not notify Seller in writing within 14 days after receipt of goods here under, which period of time is expressly agreed to be reasonable, of any claimed defect, Buyer shall be deemed to have irrevocably accepted such goods and shall be barred from any remedy therefore.

6. RETENTION OF TITLE.

   1. The risk in the goods shall pass to Buyer on delivery, but not withstanding delivery, property in the goods shall not pass to Buyer until payment in full shall have been made therefore, and until such time, Buyer shall insure the goods and all insurance moneys in respect thereof shall be held on trust for Seller when received by Buyer shall be placed in a separate bank account so as to be identifiable as being in the beneficial ownership of Seller.

   2. Buyer shall hold the goods until such payment is made or until resale or conversion into or incorporation with other goods as bailee of the goods for Seller and shall, if required by Seller place such goods separately from other goods in such a way as to be identifiable as the property of Seller.

   3. In the event of resale of the goods by Buyer before such payment is made, Buyer shall hold such part of the proceeds of resale as represents the sale price of the goods on trust for Seller and shall place such sum in a separate bank account so as to be identifiable as being in the beneficial ownership of Seller.

   4. In the event that the goods are processed into or incorporated in, used as materials for, or mixed with other materials of goods before such payment is made then such mixed or processed goods shall be held by Buyer on trust for sale for the benefit of Seller and Buyer shall forthwith upon sale, account to Seller for such part of the proceeds of sale as represents the sale price of the goods and until such payment shall place such part of the proceeds of sale in a separate bank account so as to be identifiable as being in the beneficial ownership of Seller.

7. EXCUSE

   1. A basic assumption of this agreement, is the non-occurrence of the following: fire, explosion, flood, riot, strike or other difference with workmen, short of utility, facility, material or labour, freight embargo, transportation delay, breakdown or accident, act of God or public enemy, compliance with or other action take to carry out the intent or purpose of any law or regulation, or any other cause beyond Seller's reasonable control which prevents or delays Sellers performance hereunder and delay in delivery or non-delivery, in whole or part, by Seller shall be excused if delivery is made impracticable by the occurrence of any of the above.

8. SECURITY AGREEMENT

   1. In consideration for the sale of the goods described herein, Buyer grants to Seller a purchase money interest in such goods, which security shall extent at all parts additions, repair and accessories now or hereafter owner by Buyer to Seller in accordance with the terms upon which such indebtedness was created and Buyer agrees to execute whatever documents may be necessary in order to enable Seller to perfect such security interest. Buyer's failure to pay all amounts owed to Seller in full when and as due shall constitute a default hereof and shall give Seller a rights of an secured party.

9. GENERAL PROVISIONS.

   1. This agreement may not be assigned or otherwise transferred by Buyer without the prior written consent of Seller, and any such assignment or transfer without such prior written consent shall be null and void and of no force or effect whatsoever.

   2. The paragraph headings in this agreement are used for convenience only. They form no part of this agreement and are in no way intended to alter or affect the meaning of this agreement.

   3. The invalidity, in whole or in part, of any provision of this agreement, shall not affect invalidity of enforceability of any other of its provisions.

   4. Any notice or other communication required or permitted here under shall be sufficiently given if sent in writing to registered mail, return receipt requested, postage prepaid, and addressed to the other party hereto at its respective address as set forth on face hereof. Any such notice if so mailed, shall be deemed to have been received on the third business day following in such mailing, regardless of whenever received. Either party hereto may change its address for notice purposes by written notice to the other party.

   5. Seller's failure to insist, in one more instances, upon the performance of any term or terms of this agreement shall not be construed as a waiver or relinquishment of Seller's rights to such performance of such term or terms and Buyer's obligation with respect thereto shall continue in full force and effect.

   6. These conditions of sales and all contracts for the sale of goods to which they apply shall be constructed in accordance with and in all respects governed by English law and shall be justifiable in England.

10. ORDER ACCEPTANCE AND CANCELLATION

    1. All orders, verbal or written, given to the Seller, are based on the Seller's quotation of offer and the above terms and conditions, and unless otherwise stated by the Seller, are accepted in good faith and processed accordingly.

    2. Cancellations after 3 days from placement of the order, whole or in part are subject to a minimum 10% cancellation processing charge provided the goods are re-callable. On products which have been specially designed or built to customers specifications or in service of any kind a pro-rata cost will be added to the minimum 10% cancellation processing charge, On placing an order with the Seller the Buyer accepts these terms and conditions as integral to a purchase contract and no other terms and conditions will apply unless specifically noted in writing by the Seller as superseding these terms and conditions.

11. CUSTOM DESIGNED GOODS

    1. The seller shall have the right to sell any or all remaining stocks or to continue to sell a custom or semi-custom product to whom so ever the seller sees fit, if the buyer breaches any contract with the seller or in the event that the buyer enters into any form of insolvency. Prior to any such sale the seller will deliver to the buyer a notice of intent to dispose of the goods where the minimum notice period shall be 7 days.