Terms And Conditions

1. Definitions

In these Terms and Conditions the following words shall have the following meanings:

‘Client’ means the Party instructing the Company
‘Company’ means PTS (TQM) Ltd, PTS (NDT) Ltd, PTS Management Services (UK) Ltd.

‘Confidential Information’

(a) in respect of Information provided in documentary form or by way of a model or in other
tangible form, Information which at the time of provision is marked or otherwise designated to
show expressly or by necessary implication that it is imparted in confidence,
(b) In respect of Information that is imparted orally, any information that the Client or its
representatives informed the Company at the time of disclosure was imparted in confidence,

(c) In respect of Information imparted orally, any note or record of the disclosure,

(d) Any copy of any of the foregoing, and

(e) The fact that Parties entered into, or are performing their obligations under, this Agreement

‘Fee(s)’ the amount(s) either as set out in a schedule (where applicable) or in accordance with an
agreed quotation or contract.

‘Information’ shall include information whether of a technical, commercial or any other nature
whatsoever provided directly or indirectly by the Client to the Company in oral, electronic or
documentary form or by way of models, biological or chemical materials or other tangible form or by
demonstrations and whether before, on or after the date of this Agreement;

‘Named Consultant / Engineer’ means the person(s) who will be providing Consultancy / Inspection

‘Parties’ the Company and the Client, and ‘Party’ shall mean either one of them;

‘Services’ the Consultancy / Inspection Services as set out in the attached Schedule;

‘Specification’ the specific Consultancy / Inspection Services to be provided by the Consultant /
Engineer under these Terms and Conditions when such Consultancy / Inspection Services will be
provided, the length of time they will take to perform and the human and other resources and facilities
which are to be supplied by the Consultant / Engineer. The Specification is set out in the attached

2. Consultancy / Inspection Services

2.1 The Company shall provide the Consultancy / Inspection Services as the Parties may agree
as specified by the Client in consideration for the Client paying the Fee to the Company
subject to the provisions of these Terms and Conditions.
2.2 The Company and the Client shall agree the time and place for the performance of the
2.3 The Service shall be performed by such employees or agents that the Company may choose
as most appropriate to carry out the Services.

3. Time Not of the Essence

The Client acknowledges and agrees that time is not of the essence for:

3.1 Any dates or times when Services are due to be performed; or
3.2 The length of time that any Services will take to perform;
3.3 Any date or time when the Services will be completed.

4. Client’s Obligations

During the performance of the Services, the Client will co-operate with the Consultant / Engineer as
the Consultant / Engineer reasonably requires, provide the information and documentation that the
Consultant / Engineer reasonably requires, make available to the Consultant / Engineer such Facilities
as the Consultant / Engineer reasonably requires, and ensure that the Client’s staff and agents
co-operate with and assist the Consultant / Engineer where appropriate.

5. Provision of Reports

5.1 When the provision of a non-verbal written report is explicitly requested by the Client, the
required format of this report will be stipulated by the Client in advance of the service taking
place. The Client will be entitled to one copy of any report provided by the Consultant /
Engineer and the Client will be entitled to use any reports for its own internal purposes. The
Client will not be entitled to publish any reports (or sell or make the reports available to third
parties), or allow any other person to do so and the copyright and database right (and all other
intellectual property rights) in the reports (or any other material created or prepared, whether
or not provided to the Client, by the Consultant / Engineer in performing the Services) shall
belong to the Company.

5.2 The Company reserves the right to charge additional fees for the provision of written reports

5.3 The Company reserves the right in its sole discretion to withhold provision of the complete
report or a draft therefor or any notes or memoranda in connection with the preparation of
such report unless and until the client has paid for the Services in full or unless, at the
Company’s sole discretion, any variation to this clause has been agreed in writing between the

6. Confidentiality

6.1 Each Party shall keep the Confidential Information of the other Party confidential and secret.
The Client shall inform its officers, employees and agents of its obligations under the provision
of this clause 6, and ensure that its officers, employees and agents meet the obligations.

6.2 The obligations of clause 6 shall not apply to any Information which was known or in the
possession of the Parties before it was provided is, or becomes, publicly available through no
fault of the Parties is provided without restriction or disclosure by a third party, who did not
breach any confidentiality obligations by making such a disclosure; or is required to be
disclosed by order of a court of competent jurisdiction.

7. Use of sub-contractors

The Company is permitted to use other persons to provide some or all of the Services. The Consultant
/ Engineer shall be responsible for the work of a sub-contractor whose work shall be undertaken to the
same as agreed by the Parties. However, the Parties acknowledge and agree that some subcontractors

have their own terms and conditions on which they trade and which are more restrictive
than these provisions. For example, without limiting the generality of the foregoing, a sub-contractor
may have more restrictive wording as to the standard it will reach in work it performs (as to timing or
quality), what is to happen if that standard is not reached or met, or issues concerning the restriction
and exclusion of liability). Where the terms and conditions of a sub-contractor are more restrictive or
exclusory than these provisions, the Parties agree that work provided by a sub-contractor will be
governed by the terms and conditions of the sub-contractor rather than these provisions.

8. Warranties, liability and indemnities

8.1 The Company warrants that it will use reasonable care and skill in performing the Consultancy
/ Inspection Services to the standard generally accepted within the industry, sector or
profession in which the Consultant / Engineer operates for the type of Consultancy / Inspection
Services provided by the Consultant / Engineer.

8.2 The Consultant / Engineer provides no warranty that any result or objective can or will be
achieved or attained at all or by a given completion date.

8.3 Except in the case of death or personal injury caused by the Company’s negligence, the
liability of the Company whether arising in contract, tort, negligence, breach of statutory duty
or otherwise howsoever shall not exceed the Fee(s) paid by the Client to the Company under
any services provided pursuant to these Terms and Conditions.

8.4 The Company shall not be liable to the Client in contract, tort, negligence, breach of statutory
duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred
or suffered by the Client of an indirect or consequential nature including without limitation any
economic loss or other loss of turnover, profits, business or goodwill.

8.5 The client shall indemnify and hold harmless the Company from and against all Claims and
Losses arising from loss, damage, liability, injury to the Consultant / Engineer, its employees
and third parties, infringement of third party intellectual property, or third party losses by
reason of or arising out of any information supplied to the Client by the Consultant / Engineer,
its employees or Consultant / Engineers, or supplied to the Consultant / Engineer by the Client
within or without the scope of these Terms and Conditions. ‘Claims’ shall mean all demands,
claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or
otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses,
damages, legal costs and other expenses of any nature whatsoever.

8.6 The Client acknowledges that, in entering into a Contract pursuant to these Terms and
Conditions it does not do so in reliance on any representation, warranty or other provision
except as expressly provided in these Terms and Conditions and any conditions, warranties or
other terms implied by statue or common law are excluded to the fullest extent permitted by
law. Nothing in these Terms and Conditions excludes liability for fraud.

9. Force majeure

The Company shall have no liability under or be deemed to be in breach of terms provided pursuant to
these Terms and Conditions for any delays or failures in performance which result from circumstances
beyond the reasonable control of the Company including but not limited to strikes, lock-outs,
accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant
or machinery or shortage or unavailability of raw materials from normal sources of supply.

10. Waiver

10.1 No failure or delay by the Company in exercising any right, power or privilege under these
Terms and Conditions shall impair the same or operate as a waiver of the same nor shall any
single or partial exercise of any right, power or privilege preclude any further exercise of the
same or the exercise of any other right, power or privilege. The rights and remedies herein
are cumulative and not exclusive of any rights and remedies provided by law.

10.2 If any provision of these Terms and Conditions is prohibited by law or judged by a court to be
unlawful, void or unenforceable, the provision shall, to the extent required, be severed and
rendered ineffective as far as possible without modifying the remaining provisions and shall
not in any way affect any other circumstances of or the validity or enforcement of them.

11. Payment Terms

11.1 The standard Terms of payment of the Company in the United Kingdom applicable from time
to time shall be deemed to be incorporated in all contracts of the Company to which these
Conditions apply and payments shall be in accordance with such standard terms of payment.
Unless otherwise agreed. The standard terms of payment shall be 30 days net from the date
of the invoice. The standard terms of payment do not apply to the provision of reports and the
terms of payment shall be read in conjunction with clause 5 of these terms and conditions

11.2 The price shall be due in full to the Company in accordance with the terms of the order and
the Client shall not be entitled to exercise any set off, lien or any other similar right or claim.

11.3 The time of the payment shall be of the essence of the Contract.

11.4 Without prejudice to any other rights it may have, the Company is entitled to charge interest
each month at 4% above the then current base rate of the Bank of England on overdue

12. Further Restrictions

12.1 In order to protect the legitimate business interests of the Company, the client covenants with
the Company [for itself and as agent for each group Company] that it shall not (and shall
procure that no member of the client’s Group shall) (except with the prior written consent of
the Company):

(a) Attempt to solicit or entice away; or

(b) Solicit or entice away
from the employment or service of the Company [or any Group Company] the services of any
Restricted Person other than by means of a national advertising campaign open to all-corners
and not specifically targeted at such staff of the Company [or any Group Company].

12.2 The client shall be bound by the covenant set out in Clause 12.1 during the term of this
agreement, and for a period of 12 months after termination [or expiry] of this agreement

12.3 For the purposes of this Clause 12, a Restricted Person shall mean any firm, company or
person employed or engaged by the Company or any Group Company during the term of this
agreement, who has been engaged in the provision of the Services or the management of this
agreement either as principal, agent, employee, independent contractor or in any other form of
employment or engagement [and who could materially damage the interests of the Company
[or any Group Company] if they were involved in any capacity in any business concern which
competes with the business of the Company.

12.4 If the client commits any breach of this Clause 12, the client shall, on demand, pay to the

13. General

Company or relevant Group Company a sum equal to one year’s basic salary or the annual
fee that was payable by the Company or relevant Group Company to the Restricted Person
plus the recruitment costs incurred by the Company or relevant Group Company in replacing
such person.
These Conditions shall be deemed to be incorporated in all Contracts of the Company to supply
Services and in the case of any inconsistency between any letter tender or quotation incorporating or
referring to these Conditions and any other communication between the Company and the Client
these Conditions shall prevail unless expressly varied in writing and signed by a Director on the
Company’s behalf. Any concession made or latitude allowed by the Company to the Client shall not
affect the strict rights of the Company under the Contract. If in any particular case any of these
Conditions shall be held invalid or shall not apply to the Contract the other conditions shall continue in
full force and effect.