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Terms and Conditions of Brown & Overbury Ltd

1 - Definitions

The Client:

The company, firm or person with whom the Agreement is made.

The Agreement:

The Agreement between Brown & Overbury and the Client constituted by the attached signed client Agreement form and incorporating inter alia these terms and conditions. In the event of conflict the Agreement will prevail.

2 - Assignment/Delegation

(a) The Client shall not assign its rights nor its obligations under this Agreement.

(b) Brown & Overbury may transfer any or all rights or obligations under the Agreement to any of its associates, in which case Brown & Overbury shall procure the acceptance by the assignee of the terms, conditions, exceptions and exemptions of the Agreement.

(c) If Brown & Overbury considers it more efficient or convenient, Brown & Overbury may in its discretion procure advice, assistance and services, which it renders under the Agreement, from other persons and may in its discretion delegate performance of one or more of its obligations under the Agreement.

3 - Payment

If any payments to be made under the Agreement shall be subject now or in the future to taxes, levies or charges of whatever kind in the country in which the Client is incorporated and/or operating and which the Client or Brown & Overbury is required to pay or which the Client is required to withhold, the Client shall pay such sums as shall yield to WMYCL after payment or withholding of such taxes, levies or charges the full amounts payable to WMYCL under the Agreement as if such taxes, levies or other charges were not paid or withheld. In this clause the Client shall include any assignee of any of its rights hereunder.

(b) Payment shall be made immediately on receipt of the invoice but always within 5 days from the date of the invoice.

(c) Any payments overdue from the Client shall bear compound interest from the due date until payment at a rate of one percent per month.

(d) Except when there are self evident errors in the invoice payment shall be made by the Client notwithstanding any dispute relating to the billings or services rendered. Any adjustments consequent upon settlement of such disputes shall be made within eight days following the settlement.

(e) Where any payment becomes overdue by more than sixty days WMYCL shall without prejudice to any of its other rights, be entitled to terminate the Agreement whereupon payment will become due for the value of work done up to the date or time of termination.

4 - Liability and Indemnity

(a) Brown & Overbury shall perform the Agreement with all proper skills in
accordance with industry standards and the Code of Practice as
laid down and published by the Y.D.S.A.

(b) If any work or services under the Agreement are negligently performed or omitted then so far as may be reasonably practicable and at its discretion Brown & Overbury at its own expense will cause such work and services to be correctly performed.

(c) In this clause Delegate(s) means (i) employees and agents of
Brown & Overbury; (ii) any person to whom performance of work or services under the Agreement is delegated or subcontracted by and (iii) any such person's employees and agents.

(d) The Client shall not sue any delegate for any loss or damage of any nature whatsoever suffered by the Client and connected with the performance of the Agreement The Client's sole remedy shall be against Brown & Overbury.

(e) The total liability of Brown & Overbury to the Client for breach of the Agreement and the total third party liability of Brown & Overbury and any delegates shall not for any reason whatsoever (including negligence) in aggregate over the duration of the Agreement exceed an amount equal to twenty times the total fees paid and payable by the Client to Brown & Overbury.

(f) In entering into the Agreement contained in clause 4, Brown & Overbury contracts both on its own behalf and as agent on behalf of delegates and also as trustee for their benefit.

(g) Neither Party shall be liable to the other for indirect or consequential damages resulting from or arising out of the Agreement including but not limited to loss of use of property, loss of profits, loss of product or business interruption.

(h) The time limit for any such claims shall be three months from the
date of the completion of any survey or technical inspection and
twelve months in respect of any other service provided.

5 - Confidentiality

(a) The Client undertakes to keep confidential any confidential information disclosed to it by Brown & Overbury and not to disclose the same either complete or in part to any third party (including subsidiary companies, holding companies or associate companies) without Brown & Overbury's prior written approval, such undertaking to continue notwithstanding the expiry or termination of the Agreement for so long as the information in question has not:

(i) Become part of the public knowledge or literature without default on the part of the Client, or

(ii) Been disclosed to the Client by the third party (other than one disclosing on behalf of Brown & Overbury) whose possession of such information is lawful and who is under no secrecy obligation with respect to the same.

Or for a period of 10 years from the date that the Agreement terminates, whichever is the sooner.

(b) Brown & Overbury shall undertake to keep confidential any confidential information disclosed to it by the Client and Brown & Overbury shall be liable to the same constraints as imposed by clause 6(a) on the Client.

6 - Force Majeure

Neither party to the Agreement shall be in breach of any obligations hereunder (other than the obligations of the Client to make payment of any movies due to Brown & Overbury) insofar as performance thereof has been delayed, hindered, interfered with or prevented by any circumstances beyond its reasonable control.

7 - Safety

It is the policy of Brown & Overbury to conduct its activities in such a way as to take foremost account of the health and safety of its employees and of other persons and to give proper regard to the conservation of the environment. In implementing this policy it not only complies with the requirements of the relevant local legislation but promotes in an appropriate manner, measures for the protection of health, safety and environment for all who may be affected directly or indirectly by its activities. If, in the execution of its services, Brown & Overbury believes that the health and safety of its employees is placed at unacceptable risk due to circumstances outside its control, Brown & Overbury reserves the right to withdraw its services until the circumstances giving rise to this withdrawal are removed.

8 - Himalaya

It is hereby expressly agreed that no employee or agent of Brown & Overbury (including every sub-contractor from time to time employed by Brown & Overbury) shall in any circumstances whatsoever be under any liability whatsoever to the clients for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this clause, every exemption from liability, defence or immunity of whatsoever nature applicable to Brown & Overbury or to which Brown & Overbury is entitled hereunder shall also be available and shall extend to protect every such employee or agent of Brown & Overbury acting as aforesaid and for the purpose of all the foregoing provisions of this clause is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be his servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.

9 - Applicable Law

The proper law of these terms & conditions and our agreement with you is English Law. Any such claim or dispute not settled by negotiation shall be subject to the jurisdiction of the English High Court of Justice.

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