General Conditions of Sale

Updated August 2017

1.1 Contracts and orders are accepted only subject to our General Conditions of Sale as set out herein and the Special Conditions of Sale (if any) endorsed on the reverse hereof and the Buyer shall be bound by such Conditions. No modification of these Conditions or the particulars contained in our acceptance of an order from the Buyer will be recognized by us unless such modification is expressly accepted by us in writing. Unless so accepted, any qualification thereof, or difference contained in the Buyer’s own order forms shall be inapplicable. All orders, whether based upon this quotation or otherwise, shall be subject to our written acceptance.

1.2 Technical information, drawings and any other documentation submitted by us shall remain our property together with all copyrights therein. The Buyer is not permitted to grant access or pass this documentation to third parties.

1.3 If the contract provides for delivery of licensed software products, the software and all rights therein, shall remain our property, unless otherwise specified in writing. Unless otherwise agreed in writing, the Buyer is solely entitled to use the software as provided for in the contract and software license.

1.4 If the contract provides for the delivery of non-software, goods, the goods shall only become the property of the Buyer subject to the provisions of Clause 9herein, unless otherwise agreed in writing.

2.1 Unless otherwise agreed in writing, all prices quoted are ex-works, excluding packaging, transport and insurance.

2.2 VAT will be added where and at the rate applicable. If the contract provides for advance payments, VAT will be added at the appropriate rate.

2.3 If the goods are to be insured against damage in transit, the insurance premium shall be paid by the Buyer.

2.4 Quotations are valid for 30 days from date of quotation.

3.1 Unless otherwise specified, the goods, the services or each instalment of the goods or services in cases where they are to be delivered by instalments, shall be invoiced immediately on dispatch or on completion of our obligations under contract as the case may be.

3.2 Unless otherwise specified, 50% of the price shall be paid upon instruction or with order of the goods or services.

3.3 All remaining payments must be made net in cash within 30 days from the date of the relevant invoice.

3.4 If there is any delay in making payment on the due date, we shall be entitled to charge interest on the outstanding amount at four per cent above the base rate charged by our bankers from the due date until the date of actual payment.

3.5 Failure to make payment on the due date shall entitle us to suspend deliveries of all goods and services until payment is made or terminate the contract in writing or to treat the contract as repudiated by the Buyer without prejudice to our rights to damages or breach of contract.

3.6 Delays with utilities in providing data & meter feeds are outside of our control and therefore we are not liable and payments should not be held up.

4.1 If the formal acceptance by the Buyer is stipulated in the contract, the Buyer is under an obligation to confirm their acceptance immediately the delivery and performance under the contract is made.

5. FORCE MAJEURE Should we be prevented from delivering at the agreed date by strikes, lock-outs, acts of God, war, fire, tempest, flood, accident or damage to goods, or delay in obtaining or inability to obtain through scarcity of materials, or for any other cause beyond our control, we may suspend delivery until a reasonable time after the end of the happening and during such time as is reasonably incidental to the resumption of normal production or sale or cancel or vary the contract without compensation.

6.1 We warrant the non-software goods to be free from defects in material and workmanship for a period of 12 months from date of delivery. Our liability under this warranty shall be limited to repairing or furnishing parts to replace any parts within twelve months from the date of delivery, which fail because of defective material or workmanship. As a condition hereof, such defects must be brought to our attention for verification immediately they are discovered within the period warranty.

6.2 Where non-software goods are not up to standard or fail because of defects in material or workmanship we will at our option either repair or replace them without additional cost for a period of 12 months from the date of delivery, unless otherwise agreed in writing. At our option we may use improved designs of the parts to be replaced.

6.3 This warranty does not apply to any material which has been repaired or altered outside our premises in any way so as in our judgement to affect its performance or reliability, or to a defect in any part arising from misuses, negligence, accident or any cause other than normal and reasonable use nor shall it apply to any materials whose normal life span is shorter than the applicable period stated herein.

6.4 In relation to the supply of goods not manufactured by us, we only give this warranty in so far as this has been given by the manufacturer of such goods.

6.5 We shall not be liable for transportation or installation charges for expenses of the Buyer for repairs or replacements, or for damages for delay of loss of use or other direct, indirect, incidental or consequential damage of any kind.

6.6 Save as aforesaid all other conditions, guarantees or warranties whether express or implied by statute, common law or otherwise are hereby expressly excluded.

7. LIEN In addition to any right of lien to which we may by law be entitled we shall have a general lien on all goods of the Buyer in our possession (whether or not payment for such goods or some of them may have been received) for the unpaid price of any other goods sold and delivered to the Buyer by us under the same or other contracts.

8.1 Property in the non-software goods shall remain vested in us until payment therefore shall have been made by the Buyer in full. The Buyer shall be in the possession of the goods solely as bailee for us until the full price is paid. The Buyer shall store the goods separately from his own goods and/or those of any other person and at all times the goods shall be stored in such a manner that they are readily identifiable as our goods until the full price is paid.

8.2 The Buyer’s rights to possession shall cease forthwith if the Buyer

(a) Not being a company commits an act of bankruptcy, Or (b) Being a company does anything or omits to do anything which would entitle a receiver or administrator to take possession of any of its assets or which would entitle any person to present a winding-up petition or a receiver is appointed to take possession of any of the Buyer’s assets or a petition is presented to wind up the Buyer.

8.3 Whenever and as soon as the Buyer does or omits to do anything whereby his right to possession ceases under the provisions of condition 9. Then;

(a) The Buyer shall notify us that his right to possession has ceased and of the circumstances in which this has occurred and (b) The Buyer shall on oral or written request, furnish us, our representative or agents with sufficient information so as to enable us to retake possession of the goods, and such information shall include full details of the place where the goods are kept; and (c)We shall have irrevocable license without prior notice to enter upon the Buyer’s premises by representatives, our agents or ourselves during normal business hours in order to retake possession of goods.

8.4 The Buyer may sell the goods to a third party prior to the date on which full payment of the price is received by or made to us if and only if:

(a) None of the circumstances specified in condition 9 have occurred or are reasonably expected to occur; and (b) The proceeds of sale if less than the full price of the goods or such part of the proceeds of sale as equals the full price of the goods when received by the Buyer and/or his agents are placed forthwith in an interest bearing deposit account, and the funds therein or the appropriate part thereof are held on trust for us and are payable to us; and (c) Notice is given as soon as reasonably practicable to us of the sub-sale including the name and address of the third party, and the name and address of the bank with whom the deposit account has been opened and the number of the account; and (d) Notice is given as soon as reasonably practicable to us once the proceeds of sale have been received by the Buyer.

8.5 If the Buyer shall sell the goods without complying with the provisions of condition 9 , the Buyer shall be in breach of bailment and liable to account to us for the proceeds of the sale.

8.6 In exercising the right of sale under condition 9 , the Buyer shall as regard to the third-party act solely on his own behalf and shall not have or hold himself or in any way whatsoever as having the right to make representations to or contracts with the third party on behalf of us.

8.6 The Buyer shall inform us immediately of any seizure, whether threatened or actual, of the goods.

8.8 The Buyer shall from the time when they become sole risk of the Buyer, fully insure that goods against all risks with a reputable insurance company at its own expense. The insurance shall cover our interest in the goods, and the Buyer shall hold in a separate bank account all monies paid under such insurance in trust for us, and shall pay the same to us on demand. If the Buyer shall not effect such insurance, we shall be entitled ourselves to insure our goods and demand reimbursement for the cost of the same from the Buyer.

9. CLAIMS The Buyer shall inspect the goods immediately on delivery thereof. If the Buyer fails to give notice or report in accordance with these provisions, the Buyer shall be bound to accept and pay for the same at the time or times specified in these conditions unless a written claim is received.

(a) By both the carrier and us within three days of delivery in respect of damage, delay or partial loss in transit. (b) By both the carrier and us within 14 days of dispatch in respect of non-delivery. (c) By us within 14 days of delivery in respect of any other matter. (d) Goods subject to any claim must be stored free of charge for our inspection.

10. WAIVER Our rights shall not be affected or restricted by any indulgence or forbearance granted to the Buyer. No waiver by us of any breach shall operate as a waiver of any later breach.

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